Proposed acquisition of Warner Bros. Discovery

Since late 2025, Warner Bros. Discovery has drawn multiple acquisition offers from several entertainment companies. On October 21, 2025, WBD announced it would consider a "broad range of alternative options" to its previous plans of splitting the company in two. Netflix, Paramount Skydance, and Comcast had all submitted bids by November 20, 2025. After a second round of bidding, Netflix was widely seen as the frontrunner by December 4, 2025. In response, Paramount Skydance questioned whether WBD was truly serving its shareholders' best interests.
Netflix emerged victorious in the bidding war and announced its deal with WBD to acquire its streaming and studios division for $27.75 per share in a joint cash-stock offer valuing the division at $72 billion in equity value and $82.7 billion in enterprise value on December 5, 2025. WBD's Global Linear Networks division will be spun off as Discovery Global in mid 2026. The proposed Netflix-WBD deal received unfavorable reception, with many voicing concerns at how it would affect the entertainment industry. Three days later, on December 8, 2025, Paramount Skydance submitted a rival all-cash bid for the entirety of Warner Bros. Discovery in a hostile takeover bid directly to its investors, with Paramount's offer valuing WBD at $108.4 billion at $30 per share. WBD said it would take several weeks to review Paramount's offer while also evaluating its previous agreement with Netflix.

Background

WBD history

Warner Bros. Discovery was established on April 8, 2022, from the merger of AT&T's WarnerMedia and Discovery, Inc. AT&T acquired Time Warner on June 14, 2018, for over $100 billion. AT&T sought to reinvent itself as a major player in the entertainment industry, but following unsuccessful synergy efforts, AT&T divested itself of its WarnerMedia division to refocus on its core business of telecommunications. Early issues facing WBD were its debt load of over $43 billion. On September 28, 2022, WBD's President and CEO, David Zaslav, addressed speculation that Warner Bros. Discovery was considering a sale by 2024 and said they were "absolutely not for sale", and "have everything we need to be successful." By July 2024, it was reported that Zaslav and WBD executives were considering potentially breaking up the company to separate the growing unprofitable television networks from the more profitable film studios and streaming businesses.
On December 12, 2024, Warner Bros. Discovery announced it would be restructuring its corporate structure into two divisions: Streaming and Studios and Global Linear Networks. Zaslav stated this new structure would enable greater flexibility and "potential future strategic opportunities". These strategic opportunities would come to fruition on June 9, 2025, when WBD said it would move towards separating into two companies. This split was expected to be completed sometime in 2026, with Streaming & Studios becoming "Warner Bros." and Global Linear Networks becoming "Discovery Global."

Bidding war

In September 2025, David Ellison, the chief executive of the recently merged Paramount Skydance, held a board meeting to discuss the acquisition of Warner Bros. Discovery so the new company could better compete against Amazon, Disney, and Netflix, Inc.. A few days later, he visited WBD CEO David Zaslav's home to propose a $19 per share cash and stock bid, formalized a few days later in a letter that set the cash proponent at 60%. At the time, Zaslav was in the planning to split WBD into a movie studios and streaming company and a television network business and WBD refused the deal. At the end of the month, the Paramount deal was bumped up to $22 per share with 67% cash, a $2 billion payment if it did not pass regulatory review, and a proposal for Zaslav to stay as co-CEO and co-chairman of the new company. A third offer on October 13 further increased it to $23.50 per share and 80% cash, to no avail.
After Paramount's three failed attempts, talks of a potential sale of WBD began circulating, and the company announced it was reviewing strategic alternatives after receiving unsolicited interest from multiple parties. Early public reporting identified three major potential bidders: Netflix, Inc., Comcast, and the newly formed Paramount Skydance. In the first round of non-binding proposals, WBD reportedly received an offer from Paramount Skydance that would acquire the entire company, but the board rejected that bid as inadequate. According to The Wall Street Journal, Paramount's first round bid was $25.50 per share for the whole company, while the Netflix and Comcast offers only sought the studios and HBO Max.
After rejecting the initial offer, WBD opened a broader auction. By late November 2025, binding second-round bids had been submitted by Netflix, Paramount Skydance and Comcast. According to sources familiar with the process, Netflix submitted a mostly cash offer of roughly US$28 per share for WBD's studio and streaming assets, a bid that outpaced Paramount's competing offer, though the two offers were not directly comparable because Paramount's bid covered the full company, including cable networks and WBD's share in The CW and Philo. According to The Wall Street Journal, Paramount's second-round bid was an all-cash $26.50 per share offer.
As the process moved to a final decision, Paramount Skydance sent a letter to WBD's CEO alleging that the sale had become "tilted" in favor of Netflix. The letter claimed that the board had embarked on "a myopic process with a predetermined outcome", pointing to alleged conflicts of interest and questioning whether the auction remained fair. According to The Wall Street Journal, Paramount's final offer was $30 per share, all-cash, and it had secured arrangement from its three Middle Eastern sovereign wealth backers to not take board seats that would trigger increased regulatory review.
Despite those objections, on December 5, 2025, multiple outlets reported that Netflix had prevailed in the bidding war and entered exclusive negotiations with WBD to acquire its studio and streaming business. The announced deal values Warner Bros. Discovery at US$82.7 billion enterprise value, and prices post-split Warner Bros. shares at US$27.75. The proposal represented Netflix's first departure from its long-standing "builders, not buyers" approach, marking a shift toward acquisition-led expansion. Prior to this, the company had strongly considered acquiring other companies, including: The Walt Disney Company, 20th Century Fox, Electronic Arts-Konami coalition, and Paramount Global. However, this did not happen because, in addition to the board not deciding how the agreements would be made, they also did not want to harm the share price by buying a less valuable asset at an excessive price, as they feared what this could signal to shareholders.
If WBD accepts Paramount Skydance's offer, it will have to pay Netflix a $2.8 billion break up fee and if the current deal falls through, Netflix will have to pay WBD a $5.8 billion break up fee. The latter is among the biggest break up fees ever. At 7-8% of the deal's total value, legal scholars speculate that the magnitude of the fee itself could possibly face legal scrutiny since the Delaware courts have typically upheld breakup fees of only 3-4%.
Harris Oakmark Alex Fitch, the 4th-largest owner of Warner Bros. Discovery shares, stated that the bidding war isn't over yet and believes the board accepted Netflix's offer to keep the bidding war going. Massimo Stabilini, a hedge-fund manager at Burren Capital Advisors and a Warner Bros. Discovery shareholder, stated that "there is a very good chance there will be a bidding war." On December 18, 2025, Alex Fitch encouraged Paramount to increase its offer for Warner Bros. Discovery.
In November 2025, Starz submitted a $25 billion bid for Warner Bros. Discovery's Global Linear Networks division alongside a bid for 20% of Warner Bros. Discovery's studio and streaming businesses, according to disclosures related to WBD's strategic review. The proposal focused on the cable networks business, which includes brands such as CNN, TNT, TBS, and Discovery, and was structured separately from WBD's studio and streaming assets. Standard General was also considered as a potential buyer of the division.

Paramount Skydance's hostile takeover bid

In a letter addressing potential regulatory issues, Paramount stated that a proposed transaction between Paramount and Warner Bros. Discovery would likely be pro-competitive and face fewer regulatory obstacles. The company contrasted this with a potential merger between Netflix and WBD, which it said could face heightened scrutiny from competition authorities in the United States and other jurisdictions. Paramount argued that such a merger could reduce the number of films released theatrically and accelerate the industry's shift toward streaming, potentially affecting movie theaters. Paramount also noted public comments by Netflix leadership expressing skepticism about the long-term relevance of movie theaters and stated that a combined Netflix–HBO Max entity would account for approximately 43% of global subscription video-on-demand subscribers, which it said could raise antitrust concerns.
On December 8, 2025, Paramount Skydance announced a hostile takeover bid for Warner Bros. Discovery, proposing an all-cash offer of $30 per share, valuing the transaction at approximately $108.4 billion in enterprise value. The proposal included $41 billion in equity financing backed by the Ellison family, RedBird Capital, PIF, QIA, and ADIA, along with $54 billion in debt commitments from Bank of America, Citigroup, and Apollo Global Management. Paramount Skydance stated that its bid would provide $18 billion more in cash than a competing offer from Netflix. The company argued that the combination would create a more competitive integrated studio and streaming business by combining Warner Bros.’ film and television assets with Paramount's broadcast and cable operations. Warner Bros. Discovery's board said it would evaluate the proposal in line with its fiduciary responsibilities. Paramount Skydance also said it expected the transaction to close within 10 to 12 months, compared with Netflix's projected timeline of 12 to 18 months.
On December 9, 2025, Warner Bros. Discovery's board of directors said it would review Paramount Skydance's offer in accordance with its existing agreement with Netflix and would provide a recommendation to shareholders within 10 business days. The board also advised shareholders not to take any action regarding the proposal at that time. On the same day, Semafor reported that David Ellison and his financial and legal advisers had met with major shareholders of Warner Bros. Discovery. According to the report, shareholders were told that Paramount Skydance's bid offered greater value than a competing proposal from Netflix, would likely face fewer regulatory challenges, and was supported by secure financing, including backing from Middle Eastern sovereign investors.
On December 16, 2025, both The Wall Street Journal and Bloomberg News reported that Warner Bros. Discovery was preparing to recommend that its shareholders reject the latest acquisition offer submitted by Paramount Skydance and instead support the company's existing agreement with Netflix. According to the reports, Warner Bros. Discovery's board of directors believes the Netflix deal provides greater value, higher certainty, and more favorable financial terms than Paramount's hostile offer, valued at $30 per share, primarily due to concerns over financing and other conditions of the proposal. The WBD board of directors made the recommendation the next day, arguing shareholders should pursue the Netflix acquisition proposal instead.
That same day, Bloomberg and Variety reported that Affinity Partners, the investment firm of Jared Kushner, Donald Trump's son-in-law, had withdrawn from Paramount Skydance's acquisition bid for Warner Bros. Discovery. Affinity said in a statement to Bloomberg that: "With two strong competitors vying to secure the future of this unique American asset, Affinity has decided no longer to pursue the opportunity. We continue to believe there is a strong strategic rationale for Paramount's offer".
On December 17, 2025, The Wrap reported that they had obtained a letter to Warner Bros. Discovery staff, written by CEO David Zaslav, which stated that the regulatory process for Netflix's bid for Warner Bros. had begun. The Wrap also reported that the letter had been released just after the Warner Bros. Discovery board of directors had unanimously rejected Paramount's bid for Warner Bros. Discovery. The Guardian also reported that the Warner Bros. Discovery board of directors had unanimously rejected Paramount Skydance's bid for the whole of Warner Bros. Discovery, and also reported that the Warner Bros. Discovery board of directors had advised shareholders to accept Netflix's offer for Warner Bros. over Paramount Skydance's offer for Warner Bros. Discovery.
On the same day, Paramount affirmed that it remained committed to acquiring Warner Bros. Discovery in its entirety, and that its offer was still superior to Netflix's bid for the Warner Bros. studio and streaming assets. They also confirmed that their offer is being financed by $41 billion of new equity backstopped by the Ellison family and RedBird Capital, and $54 billion of debt commitments from Bank of America, Citi, and Apollo.
On December 22, 2025, Paramount amended its $30-per-share all-cash offer for Warner Bros. Discovery to address concerns raised by WBD board and shareholders. The revised proposal includes an irrevocable personal guarantee from Larry Ellison covering $40.4 billion of the equity financing, ensuring the financial backing for the transaction. It also includes a commitment not to revoke the Ellison family trust during the transaction period.
On the same day, the Warner Bros. Discovery board of directors advised shareholders not to take any action regarding the amended offer, whilst they "carefully review and consider" Paramount Skydance's offer, with Deadline reporting that, under the amended offer, Warner Bros. Discovery shareholders have until January 21, 2026, to tender their shares to Paramount Skydance.
On December 23, 2025, the fifth largest shareholder of Warner Bros. Discovery, Harris Oakmark, stated that the revised bid for Warner Bros. Discovery by Paramount Skydance, was "necessary, but unsufficient", with Harris Associates Portfolio Manager, and Director of U.S. Research, Alex Fitch, writing in an email to Reuters, "We see the two deals as a toss-up, and there is a cost to changing paths. If Paramount is serious about winning, they're going to need to provide a greater incentive."
On December 30, 2025, Reuters reported that Warner Bros. Discovery's board of directors would likely reject the latest $108.4 billion hostile acquisition offer from Paramount Skydance, which includes a personal guarantee of $40.4 billion in cash from Larry Ellison, during their meeting, which Reuters stated was to take place a week from the publication of the article.

Netflix's cinema pledge, and Paramount Skydance's action against WBD

On January 2, 2026, IGN reported that Netflix may give Warner Bros. films a 17-day window in theaters if Warner Bros. is acquired by Netflix. Two weeks later, on January 16, 2026, Ted Sarandos extended the theatrical window time to 45 days, for movies made by Warner Bros. if Netflix was able to acquire the company.
On January 7, 2026, Variety reported that Warner Bros. Discovery's board of directors had rejected an amended acquisition proposal from Paramount Skydance for the entire company. In a filing with the U.S. Securities and Exchange Commission, the board stated that it considered the Paramount Skydance offer to be of insufficient value and inadequate, and said it believed a competing offer from Netflix provided greater value for shareholders. The board confirmed it would continue with the Netflix transaction covering Warner Bros. Discovery's Streaming and Studios division.
Also on the same day, Paramount's chief legal officer Makan Delrahim wrote a letter to lawmakers in Washington, D.C. The letter said that Netflix's proposed acquisition of Warner Bros. Discovery assets was "presumptively unlawful," arguing that it would "further cement its dominance in streaming video on demand." The letter was filed with a House Judiciary antitrust subcommittee on the same day that it held a hearing on the streaming market, with the sale of WBD a primary topic of discussion among lawmakers and the expert witnesses. Paramount representatives did not address the subcommittee in person, but the lawmakers took written comments.
On January 8, 2026, Paramount reaffirmed its $30 per share offer for Warner Bros. Discovery.
On January 11, 2026, The Guardian reported that Donald Trump had repeatedly called for the sale of CNN in connection with any transaction involving Warner Bros. Discovery. The article argued that competing acquisition proposals—from Netflix and Paramount Skydance—raised concerns about media consolidation, political influence, and their potential impact on competition and free expression. It noted that lawmakers at a House Judiciary Committee hearing on streaming competition had expressed concerns about consumer harm and political pressure, and stated that neither proposed transaction would serve the public interest. The article cited Netflix's $82.7 billion bid and Paramount Skydance's hostile offer valued at approximately $108 billion, describing both as leading to increased concentration of control over film and television content.
On the same day, Tom Rothman, chairman and chief executive of Sony Pictures Motion Picture Group, commented on the competing bids while attending the Golden Globe Awards. He said he was encouraged that the companies involved had indicated they recognized the continued importance of the theatrical release window.
On January 12, 2026, Paramount Skydance filed a lawsuit against Warner Bros. Discovery. The company also said it intended to nominate director candidates to Warner Bros. Discovery's board, propose amendments to the company's bylaws requiring shareholder approval for any separation of its Global Networks division, and reaffirmed its hostile takeover bid at $30 per share.
In a letter explaining the lawsuit, David Ellison said that Warner Bros. Discovery had not adequately disclosed how it valued its Global Networks assets, assessed the Netflix transaction, calculated debt-related price adjustments, or determined its risk adjustment of Paramount Skydance's $30-per-share offer. Ellison said the lawsuit, filed in the Delaware Court of Chancery, sought an order requiring Warner Bros. Discovery to provide additional disclosures so shareholders could make an informed decision about whether to tender their shares. Warner Bros. Discovery responded by calling the lawsuit meritless and stating that Paramount Skydance's actions were intended to distract shareholders from what it described as deficiencies in the proposal. The company said Paramount Skydance had not increased its bid or addressed those issues and reiterated that any acquisition would require a higher offer.
During the litigation, Paramount Skydance said it was seeking additional disclosures from Warner Bros. Discovery, including information on:

The valuation or valuation range assigned to Warner Bros. Discovery's Global Networks business, including underlying projections prepared by management or financial advisers.
The terms of the net-debt adjustment in Warner Bros. Discovery's transaction with Netflix, including the undisclosed debt target, assumptions used in board-level financial analyses, and the net debt attributed to Global Networks at the time of a potential separation.
Financial analyses regarding anticipated financing or banking costs if Warner Bros. Discovery were to abandon or complete the planned spin-off of Global Networks, or if the Netflix transaction were not completed.
A summary of work performed by financial advisers in connection with opinions provided to the board regarding the Paramount Skydance offer, the Netflix transaction, and the Global Networks business.
The qualitative and quantitative risk-adjustment factors applied by the board in concluding that Paramount Skydance's $30-per-share offer was inferior to the Netflix transaction, including whether and how similar adjustments were applied to the Netflix proposal.

On January 13, 2026, Netflix was reportedly amending its $82.7 billion offer for Warner Bros. Discovery's Streaming and Studios division, from a cash and stock offer, to an all-cash offer, whilst continuing with their $27.75 share price offer for the Studios and Streaming division of Warner Bros. Discovery.
On January 15, 2026, David Ellison, chief executive of Paramount Skydance, said that Discovery Global—comprising cable networks such as CNN, TBS, Food Network, and HGTV—had a value ranging from zero to approximately $0.50 per share. Warner Bros. Discovery's board disputed that assessment, citing estimates from Wall Street analysts that valued the business at roughly $3 to $5 per share.
On the same day, a judge of the Delaware Court of Chancery accepted Paramount Skydance's request to extend its lawsuit rather than expedite proceedings seeking additional disclosures from Warner Bros. Discovery regarding its decision to favor a proposed $82.7 billion transaction with Netflix over Paramount Skydance's $108.4 billion hostile bid. Vice Chancellor Morgan Zurn said at a hearing that Paramount Skydance had not demonstrated it would suffer cognizable irreparable harm without the requested financial disclosures, but found that the company could show a potential beneficial recovery if the information were ultimately provided.
Despite the ruling, Paramount Skydance said it intended to extend its tender offer for Warner Bros. Discovery, though it did not specify a new expiration date. Regulatory approval for an extended tender offer could take up to 18 months, based on typical review timelines for transactions of similar scale.
Following the ruling, the Delaware Court of Chancery declined to grant Paramount Skydance's request for expedited proceedings, leaving Warner Bros. Discovery's transaction with Netflix unaffected. The court's decision allowed Warner Bros. Discovery to continue pursuing the Netflix deal while Paramount Skydance's litigation proceeds on a standard timetable.
Meanwhile, according to people familiar with the matter, senior executives of Paramount Skydance held discussions with Emmanuel Macron and other senior French officials as part of efforts to build international support for its $108.4 billion hostile bid for Warner Bros. Discovery. The sources said the executives also traveled to London for meetings with UK government officials amid competition with a rival proposal from Netflix. The sources spoke on condition of anonymity because the discussions were not public.
On January 16, 2026, investor attention was focused on Netflix's fourth-quarter earnings report, amid scrutiny of the company's strategy to accelerate revenue growth, including its proposed acquisition of Warner Bros. Discovery. The report came as Netflix continued to compete with Paramount Skydance for control of the studio.
On the same day, Netflix co-CEO Ted Sarandos stated that they would continue with a 45-day theatrical window, for films made by Warner Bros., if Netflix were to acquire the Studios and Streaming division of Warner Bros. Discovery.
On January 19, 2026, the International Union of Cinemas expressed concerns about the proposed acquisition of Warner Bros. Discovery by either Netflix or Paramount Skydance. UNIC said a delegation had met with officials from the European Commission Directorate-General for Competition on January 15 to outline potential impacts on European cinema operators.
UNIC warned that further consolidation could reduce the number of films released theatrically, citing the 2019 Disney–Fox merger as a precedent it said led to fewer theatrical releases. While the organization said it was particularly concerned about Netflix's proposal, it also said the Paramount Skydance bid raised similar risks. UNIC emphasized the economic role of cinemas in Europe, noting that the sector contributed approximately €5 billion in 2024 through employment, tax revenue, and broader economic activity.
UNIC also stressed the importance of exclusive theatrical release windows for box office performance and said a consistent flow of studio content was critical for cinema operators. The group said it would continue engaging with European competition authorities as the review process proceeds.
On January 20, 2026, Netflix amended its $82.7 billion proposal to acquire Warner Bros. Discovery's Streaming and Studios division, revising the offer from a mix of cash and stock to an all-cash transaction. Warner Bros. Discovery said shareholders were expected to vote on the amended Netflix proposal by April 2026.
On the same day, The Wall Street Journal reported that Warner Bros. Discovery's board had accepted an amended all-cash offer from Netflix valued at approximately $72 billion, agreeing to sell its studios and streaming business at $27.75 per share.
On January 21, 2026, securities filings showed that JPMorgan Chase and Allen & Company were set to receive advisory fees of approximately $90 million each for their roles advising Warner Bros. Discovery in connection with competing acquisition proposals. According to the filing, JPMorgan had also earned additional fees for providing financing related to a $17.5 billion bridge loan used to separate Warner Bros. Discovery's cable news and sports assets, including CNN, from its studio and television operations.
People familiar with the matter said the additional financing fees were tied to that transaction; the sources spoke on condition of anonymity because the details were not public. JPMorgan declined to comment, and Allen & Company did not respond to requests for comment. The disclosures came amid revised offers from Netflix for Warner Bros. Discovery's studio and streaming assets and a separate tender offer from Paramount Skydance for the full company.
On the same day, media coverage highlighted consumer reactions to a potential transaction between Netflix and Warner Bros. Discovery, particularly amid concerns about rising streaming costs and so-called "subscription fatigue." Some consumers expressed the view that consolidation could reduce the number of separate subscriptions if services such as HBO Max were combined with Netflix, though analysts noted that such outcomes were uncertain.
Survey data cited in the reporting showed that U.S. households subscribed to an average of 2.9 streaming services, with annual streaming costs averaging about $552, according to a November survey by Forbes Home. Analysts cited in the report said that a large overlap already existed between Netflix and HBO Max subscribers, suggesting that a merger could significantly reduce consumer choice while reshaping the competitive streaming landscape.
It was reported that Paramount Skydance had extended the deadline for Warner Bros. Discovery shareholders to tender their shares in support of its hostile takeover bid. In a filing with the U.S. Securities and Exchange Commission, the company said the deadline had been extended to February 20 from the previously announced date.
Paramount Skydance said that its chief executive, David Ellison, along with senior executives and financial backers, had been meeting with Warner Bros. Discovery shareholders in recent weeks regarding the offer. The company also said it intended to pursue a proxy contest to nominate directors supportive of its bid. The filing marked the initial step in that process.
Netflix, co-CEO Ted Sarandos planned to testify in February at a U.S. Senate committee hearing examining the company's proposed $82.7 billion purchase of the streaming and studio operations of Warner Bros Discovery, Bloomberg News reported on Thursday. Bruce Campbell, Warner Bros.' chief strategy officer, also plans to appear at the hearing, the report said, citing people with knowledge of the matter.
On January 28, 2026, Rich Greenfield posted on LinkedIn, that if Netflix sold Warner Bros., the shares of the Netflix-Warner Bros. will be 14.4%, and if Paramount sold Warner Bros., the shares of the Paramount-Warner Bros. will be 14%.
On January 29, 2026, a coalition of indie filmmakers, theater operators and nonprofits has reportedly sent a letter to the National Association of Attorneys General, asking state attorney generals to block Netflix's accepted $82.7 billion acquisition of Warner Bros. Discovery's studio and streaming businesses, citing antitrust concerns.
On February 2, 2026, Warner Bros. Discovery is likely to hold a shareholder vote on the $82.7 billion deal to sell its streaming and studio assets to Netflix in March, CNBC reported on Monday. The HBO owner said no date has been set for the shareholder vote yet and it will be set once the preliminary proxy filing becomes final and Netflix did not immediately respond to a Reuters request for comment. If shareholders were to reject the Netflix deal, Paramount Skydance is expected to continue escalating pressure and attempt to replace Warner Bros' board members with directors more open to reviewing or approving its hostile $108.4 billion offer, Reuters reported. A green light from investors would move the deal forward, but it could face intense scrutiny from U.S. and European competition authorities, who will assess if the combination would reduce competition or limit consumer choice.

Government and industry responses

Industry

Many theater-owners and exhibition-industry groups have expressed strong concern that the Netflix–Warner Bros. deal threatens the future of theatrical film distribution. Cinema United, one of the largest theater-owner trade associations, described the acquisition as an "unprecedented threat" to the global exhibition business. They argued that Netflix's historically streaming-first model may lead to fewer theatrical releases, reducing box-office revenue and endangering theaters, including small independent cinemas that are usually single-screen. Cinema United's leadership called on regulators to closely scrutinize the transaction, warning that a consolidation of this magnitude could "impact theatres from the biggest circuits to one-screen independents" worldwide and risk eliminating a significant portion of the annual domestic box office.
The Directors Guild of America reportedly expressed concerns over the Netflix–Warner Bros. merger, noting that a major consolidation could threaten competitive opportunities for talent and reduce diversification in studio and streaming-driven content.
The Writers Guild of America stated that the proposed Netflix–Warner Bros. merger "must be blocked", arguing that "the world's largest streaming company swallowing one of its biggest competitors is what antitrust laws were designed to prevent."
Actress Jane Fonda heavily pushed back against the Netflix–Warner Bros. deal. In a statement released through her organization Committee for the First Amendment, she called the deal "catastrophic" and urged the Department of Justice to review the deal.
SAG-AFTRA expressed concern about the proposed Netflix–Warner Bros. transaction, stating that the deal "raises many serious questions about its impact on the future of the entertainment industry, and especially the human creative talent whose livelihoods and careers depend on it." The union emphasized that any merger must lead to "more creation and more production, not less", and that such work must occur "in an environment of respect for the talent involved." SAG-AFTRA noted that its final position will depend on a "complete and thorough analysis" of the proposal, with particular focus on jobs and production commitments, and unlike some other guilds, it has not yet called for the merger to be blocked.
James Cameron publicly threw his support behind Paramount Skydance in its bidding war for Warner Bros. Discovery, claiming that a Netflix takeover "would be a disaster" for the studio's long-term creative future. Cameron argued that Paramount's offer better protected WBD's legacy franchises, theatrical strategy, and filmmaker-driven culture, claiming the company had a proven track record of nurturing large-scale storytelling compared to Netflix's data-driven content model.
Roy Price wrote that an acquisition of Warner Bros. by Netflix could lead to fewer shows being made and "a narrower range of storytelling" with "decision making around one organization's or one individual's point of view".
Cinema United warned a congressional committee that an acquisition of Warner Bros. Discovery by either Netflix or Paramount Skydance could negatively affect movie theater operators. The trade association said further industry consolidation could reduce the number of films released theatrically and increase studios’ leverage in negotiations with exhibitors. Cinema United outlined its concerns in a statement submitted to a U.S. House Judiciary Committee antitrust subcommittee holding a hearing on competition in digital streaming.

Consumer lawsuits

On December 8, a class-action lawsuit was filed against Netflix by an HBO Max subscriber residing in Las Vegas, Michelle Fendelender, who alleges that the proposed Netflix–Warner Bros. acquisition would reduce competition in the U.S. video on demand market.

Government

A consortium of prominent film-industry figures, described as "concerned feature film producers", sent an anonymous letter to members of the U.S. Congress, urging lawmakers to publicly oppose the Netflix–WBD deal and to push for "the highest level of antitrust scrutiny." Among the arguments in the letter: concern that Netflix's ownership of WBD's vast film/TV library and its streaming platform could give it disproportionate influence over both content creation and distribution; this could reduce competition, suppress creative diversity, and concentrate decision-making power over production, release strategy, and distribution in a single company.
U.S. Senator Elizabeth Warren described a potential Netflix–Warner Bros. merger as an "anti-monopoly nightmare." She expressed concern that such a deal could create a single large media company controlling nearly half of the streaming market, potentially leading to higher subscription prices, fewer consumer choices, and risks for American workers. Warren also criticized the antitrust review process under the Trump administration, urging the Justice Department to enforce U.S. antitrust laws fairly and transparently. Warren separately criticized a possible Paramount–WBD deal as a "five-alarm antitrust fire". U.S. Senator Mike Lee stated that the proposed Netflix–Warner Bros. merger raises "a lot of antitrust red flags" and said that a congressional hearing on the deal is "almost certain". Republican Senator Roger Marshall of Kansas and Representative Darrell Issa of California also urged U.S. antitrust authorities to closely scrutinize the proposed merger, arguing that it could result in fewer films being released in theaters. A Netflix–Warner Bros. deal has raised concerns of job losses with Representative Laura Friedman saying "Repeated consolidation in this industry has already cost so many film and television jobs, and any merger should be evaluated on its impacts on competition and employment".
Despite the fact that Affinity Partners is owned by Jared Kushner, President Donald Trump has stated that the Netflix acquisition proposal "could be a problem" because of the size of the combined market share, that he would be involved in the Netflix proposal's review process, and that he had not spoken to Kushner about the Paramount Skydance proposal. Senior Trump administration officials had previously told CNBC that the administration viewed the Netflix acquisition with "heavy criticism." According to the proposal's SEC filing, other external financiers of the Paramount Skydance proposal also include the sovereign wealth funds of Saudi Arabia, the United Arab Emirates, and Qatar, but because the sovereign wealth funds and Affinity Partners have agreed to forego governance rights and board of directors representation, the Paramount Skydance proposal will be outside of the jurisdiction of the Committee on Foreign Investment in the United States to review. In the same SEC filing, Paramount Skydance reported that Tencent had withdrawn its financing of their bid to also avoid a CFIUS review. Affinity Partners withdrew its financing on December 16.
The Wall Street Journal reported that after the Netflix deal was publicly announced, Larry Ellison, the father of Paramount Skydance CEO David Ellison, called Trump to argue that the deal would hurt competition. Before their hostile takeover bid was announced, it was also reported that David Ellison went to Washington DC and promised Trump administration officials that he would make big changes to CNN. Larry Ellison reportedly discussed with White House officials replacing specific CNN hosts that Trump reportedly dislikes. Trump has stated that he thinks that it is "imperative" that CNN be included in an acquisition "because the people that are running CNN right now are either corrupt or incompetent". CNN is among the various news organizations against which Trump has pursued retaliatory litigation and his administrations have removed the press credentials of their reporters, and while the Paramount Skydance proposal includes CNN, the Netflix acquisition proposal does not.
In an interview with CNBC on December 8, David Ellison suggested that CNN would be merged with CBS News which had been included in the Paramount–Skydance merger that was completed on August 7, 2025. Before the Paramount–Skydance merger, Paramount Global paid a $16 million settlement in a lawsuit Trump filed against the company over alleged deceptive editing on 60 Minutes that observers suggested was necessary for the merger to be approved by the Federal Communications Commission. After acquiring CBS News, David Ellison made a series of changes to the organization that anonymous sources within CBS News have suggested were in response to Trump's criticisms of the organization, including installing Bari Weiss as editor-in-chief and Kenneth R. Weinstein as ombudsman and ending its corporate DEI initiatives. However, when asked about the Paramount Skydance acquisition proposal, Federal Communications Commission chair Brendan Carr said that the agency would probably have no role in approval of the proposed acquisition. Warner Bros. Discovery does not own any broadcast licenses.
When asked in the CNBC interview whether he thought Trump was more supportive of the Paramount Skydance proposal, David Ellison said, "What I would say is I'm incredibly grateful for the relationship that I have with the President, and I also believe he believes in competition." Trump also previously arranged for Larry Ellison to acquire a sizable ownership share of TikTok as part of the enforcement of the ban-or-divestment law for foreign adversary controlled social media applications enacted in the United States in 2024. As the Justice Department's Antitrust Division and the Federal Trade Commission have overlapping jurisdiction in reviewing mergers and acquisitions for compliance with U.S. antitrust laws, Paramount Skydance submitted required forms with both the FTC and the DOJ on December 8.
On January 14, 2026, U.S. Representative Sam Liccardo, a Democrat from California, called on Paramount Skydance to submit any potential acquisition of Warner Bros. Discovery to a foreign ownership review, even if such a filing was not legally required. In a letter to David Ellison, Liccardo said that a voluntary review would demonstrate good faith, strengthen public trust, and provide assurances regarding national security, data privacy, and potential foreign influence risks.
Ted Sarandos stated that he was unsure why President Donald Trump had shared the One America News article demanding that Netflix be stopped from purchasing the Studios and Streaming division of Warner Bros. Discovery, stating "No conversation we ever had was about any of the things that were in that article that he posted. I don't want to overread it, either.”
On January 11, 2026, The Guardian reported that Donald Trump had repeatedly called for the sale of CNN in connection with any transaction involving Warner Bros. Discovery. The article argued that competing acquisition proposals—from Netflix and Paramount Skydance—raised concerns about media consolidation, political influence, and their potential impact on competition and free expression. It noted that lawmakers at a House Judiciary Committee hearing on streaming competition had expressed concerns about consumer harm and political pressure, and stated that neither proposed transaction would serve the public interest. The article cited Netflix's $82.7 billion bid and Paramount Skydance's hostile offer valued at approximately $108 billion, describing both as leading to increased concentration of control over film and television content.
On January 16, 2026, British culture minister Lisa Nandy met Paramount Skydance chief executive David Ellison this week to discuss issues affecting the UK's film and television sector. It was also reported that, on December 12, 2025, days after Netflix announced its intention to purchase the Studios and Streaming division of Warner Bros. Discovery, President Trump had purchased corporate debt security bonds from both Warner Bros. Discovery, and Netflix, valued at up to $500,000 each.
On January 22, 2026, the U.S. Department of Justice launched an in-depth antitrust review of Netflix's proposed acquisition of Warner Bros. Discovery. Warner Bros. Discovery disclosed in a regulatory filing that both companies had received a formal “second request” for information from the DOJ's Antitrust Division on January 16, which paused the statutory waiting period and prevented the transaction from closing pending further review.
The second request signaled heightened scrutiny of whether the transaction could lessen competition in streaming, film production, or television distribution markets. The review followed Netflix's decision to revise its proposal to an all-cash offer. The transaction remains subject to regulatory approval and a shareholder vote, and both companies said they continued to expect a closing timeline of 12 to 18 months.

Shareholder responses

Since Warner Bros Discovery is a publicly traded company, there is a large shareholder base. According to The Motley Fool, 71% of the company is owned by institutional investors, 23% by individual investors, and 6% by insiders. Throughout the bidding war, many shareholders have stated their positions.
"The changes in Paramount’s new offer were necessary, but not sufficient," Harris Oakmark portfolio manager and Director of U.S. Research Alex Fitch said in an email to Reuters. "We see the two deals as a toss-up, and there is a cost to changing paths. If Paramount is serious about winning, they’re going to need to provide a greater incentive." The firm owns 4% of Warner Bros Discovery.
Mario Gabelli has indicated he is "highly likely" to tender his clients' shares in Warner Bros. Discovery to Paramount Skydance. The firm has a non index institutional ownership of around 5%.
On January 7, 2026, The Wrap reported that Pentwater Capital Management, the seventh-largest shareholder of Warner Bros. Discovery, had sent a letter to the company accusing its board of not fully engaging with an amended acquisition proposal from Paramount Skydance. Pentwater chief executive Matt Halbower said in an interview with CNBC that Paramount's offer was economically superior to a competing transaction with Netflix, citing valuation and regulatory considerations. Halbower criticized the board's stated rationale for favoring Netflix's proposal, disputed concerns over financing risk, and said that Paramount's backers, including the Ellison family and other investors, had the capacity to close a transaction. He also objected to the board's refusal to engage further with Paramount, arguing that the concerns raised did not justify rejecting discussions.

Regulatory and foreign responses

Due to the size of the acquisition, the deal is subject to review by competition authorities in major markets.

Country

Commission

Status

United States

Assets

Netflix

The proposed acquisition would transfer Warner Bros. Discovery's film, gaming and television studio operations to Netflix, including Warner Bros. Motion Picture Group, Warner Bros. Television, Warner Bros. Home Entertainment, DC Studios and Warner Bros. Games, the HBO and HBO Max pay-television and streaming businesses, the Warner Bros. Entertainment film and television libraries, key intellectual properties, and numerous legacy franchises. WBD's cable networks such as TBS, TNT and Cartoon Network, CNN Worldwide, Discovery-branded channels, the Discovery and Scripps content libraries and Warner Bros. International Television Production were reportedly excluded from the transaction and would remain under Discovery Global.
Netflix previously had limited presence in theatrical film distribution. With the acquisition of Warner Bros. Pictures, it would gain production studios and major film franchises, allowing it to distribute films in theaters and access properties like the DC Universe and Harry Potter, enhancing its position in theatrical and global film markets. Netflix has been trying to get into the video game industry for a long time. The company acquired indie studios and built a presence in mobile gaming, but never established a major footprint. With this acquisition, Netflix would become a major player in the video-game industry through Warner Bros. Games, acquiring Warner Bros. Games studios including Rocksteady Studios, Avalanche Software, NetherRealm Studios, TT Games, and major franchises such as Hogwarts Legacy, Mortal Kombat, and the Lego games. In December 2025, Netflix co-CEO Greg Peters stated that Warner Bros.'s video game properties were not of significant interest to the company, calling them "relatively minor".

Paramount Skydance

Paramount Skydance's offer materials projected that a combined Paramount–Warner Bros. Discovery would generate approximately $70 billion in annual revenue, about $16 billion in EBITDA, roughly $10 billion in cash flow, and serve around 207 million streaming subscribers. The combined company would not only have the Warner Bros. film and television studios, its publishing and licensing divisions, DC Studios and DC Entertainment, HBO/HBO Max and its content libraries, but a wide portfolio of domestic and international television networks, including key brands such as Discovery, Cartoon Network, Adult Swim, Eurosport, TNT, TBS, TLC, Food Network and CNN as well as free-to-air networks in the United Kingdom and Europe and the combined company would have a massive broadcast rights portfolio to key sport leagues and sporting events across the United States and Europe, such as the NFL, UFC, the NHL, the PGA Tour, the Masters Tournament, NCAA, several UEFA events, the Olympics among others alongside Paramount's film and television studios, linear networks and its content library. The deal would also bring MTV, Nickelodeon, The Movie Channel, VH1 and Comedy Central reunited under common ownership with Warner after more than 40 years, as well as granting the Warner stakes on both The CW and Philo.